KOLYDE, INC. Terms of Use

By accessing or using the Kolyde App and Services, you agree to be bound by these Terms of Use. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all these terms of use, do not access or use, and you are expressly prohibited from, our Mobile Application or Services.

ARBITRATION NOTICE: PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT, TO THE EXTENT APPLICABLE TO YOU, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR A JURY TRIAL. WE EXPLAIN THIS, SOME EXCEPTIONS, AND HOW TO OPT-OUT UNDER THE “DISPUTE RESOLUTION” SECTION BELOW.

Kolyde, Inc. (“Kolyde” and/or "Company", “we”, “us”, or “our”), welcomes you to our incredible platform! We are thrilled you have joined our Community. Before we get to the good stuff, please make sure you read and agree to the following if you choose to use our service. We know it’s not exciting stuff, but it’s important that you read it. These Terms of Use (“TOU” and/or “Terms”) govern your use of the Kolyde Services and Mobile Application (as defined below), our website, and provides important information. When you create a Kolyde account and/or use Kolyde, you agree to these Terms. The Kolyde Mobile Application is one of the Kolyde Products, provided to you by Kolyde. These Terms therefore constitute an agreement between you and us.

The Kolyde Mobile Application and Services (the “App” and/or “Service(s)”):

We offer personalized opportunities to engage, create, connect, communicate, discover, and share on a mobile application. People are different and have different opinions, which is why we believe building a unique framework for you to express your thoughts is important for everyone. In order for our community to grow and thrive we need to respect each everyone’s opinions. We want to strengthen your relationships through positive and civil interactions and shared experiences on topics you care about. So, we built a system that fosters and encourages civil discourse wrapped in a competition-like atmosphere in a positive way in hopes of providing not only an educational experience, but a thoughtful and positive one as well. We use that information to help you create, find, join, and share in experiences that matter to you. Part of that is highlighting content, features, offers, and accounts you might be interested in, and offering ways for you to experience Kolyde, based on things you and others do on Kolyde.

Competitive Yet Fostering A Positive, Civil, Inclusive, and Safe Environment.

We develop and use tools and offer resources to our community members that help to make their experiences positive, inclusive, and civil including when we think they might need help. We also have teams and systems that work to combat abuse and violations of our Terms and policies, as well as harmful and deceptive behavior. We use all the information we have - including your information - to try to keep our platform secure. We also may share information about misuse or harmful content with other Kolyde Companies or law enforcement. Learn more in the Privacy and Data Policy.

AGREEMENT TO TERMS

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and “us” concerning your access to and use of the Kolyde Mobile Application as well as any other media form, media channel, webApp related, linked, or otherwise connected thereto (collectively, the “App” and/or the “Service(s)”). You agree that by accessing the App, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Updates to This Policy.

Supplemental Terms and conditions or documents that may be posted on the App from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications (revisions) to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and/or providing other means of Notice to you. When we make changes to these Terms, we will give you an opportunity to review the changes before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms. Notwithstanding, you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the App after the date such revised Terms are posted.

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. Accordingly, those persons who choose to access the App from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws. If you do not want to agree to these or any updated Terms, please stop using our service. You can delete your account by uninstalling the App and contacting us at feedback@kolydeinc.com.

Permitted Age of Users and User Registration.

The App is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the App. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the App. You will be required to register with the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, violates intellectual property laws, or is otherwise objectionable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, App and webApp designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws and conventions. The Content and the Marks are provided on the App “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the App and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the App, the Content and the Marks.

USER REPRESENTATIONS and WHO CAN USE KOLYDE

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof). By using the App, you represent and warrant that:

  • -  All registration information you submit will be true, accurate, current, and complete;
  • -  You will maintain the accuracy of such information and promptly update such registration information as necessary;
  • -  You have the legal capacity and you agree to comply with these Terms;
  • -  You are not under the age of 13;
  • -  You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the App;
  • -  You will not access the App through automated or non-human means, whether through a bot, script, or otherwise;
  • -  You will not use the App for any illegal or unauthorized purpose;
  • -  Your use of the App will not violate any applicable law or regulation;
  • -  You must not be prohibited from receiving any aspect of our Service under applicable laws or engaging in any related Services if you are on an applicable denied party listing;
  • -  We must not have previously disabled your account for violation of law or any of our policies;
  • -  You must not be a convicted sex offender;
  • -  For unique Kolyde collaborations with Institutions of Higher Education: You must be a registered faculty, staff, employee, and/or enrolled student. PROHIBITED ACTIVITIES You may not access or use the App for any purpose other than that for which we make the App available. The App may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. How You Can't Use Kolyde. Providing a safe and open Service for a broad community requires that we all do our part. If you believe these Terms have been violated, please contact us at feedback@kolydeinc.com.
  • -  You can't impersonate others or provide inaccurate or misleading information.
  • -  You don't have to disclose your identity on Kolyde, but you must provide us with accurate and up to date information (including registration information). Also, you may not impersonate someone you aren't, and you can't create an account for someone else unless you have their express permission.
  • -  You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
  • -  You can't violate (or help or encourage others to violate) these Terms or our Policies.
  • -  Use any information obtained from the App in order to harass, abuse, or harm another person.
  • -  You can't attempt to create accounts or access or collect information in unauthorized ways. This includes creating accounts or collecting information in an automated way without our express permission. It also includes creating fake accounts (including without limitation, fake accounts, fake profiles, multiple accounts or automated [‘bot’] accounts).
  • -  You can't attempt to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials of other users.
  • -  You can't post private or confidential information or do anything that violates or infringes someone else's rights, including intellectual property. (Learn more, including how to report content that you think infringes your intellectual property rights, below)
  • -  You can't use a domain name or URL in your username without our prior written consent.
  • -  While we respect your personal opinions and encourage a variety of different viewpoints, for the safety and civility of our Community, you can’t post misleading or fraudulent information, misinformation, or disinformation, as determined by us, in our sole discretion. As a user of the App, you also agree not to do anything to interfere with or impair the intended operation of the Service, including without limitation: - - - - - - - - - - - - - - - - - - - - - - USER GENERATED CONTRIBUTIONS The App may invite you, or you may decide to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the App and through third-party webApps, if any. As such, any Contributions you transmit may be treated as non-confidential and non- proprietary. Any use of the App in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the App. You are solely responsible for all User Content that you post. We are not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM. When you create or make available any Contributions, you thereby represent and warrant that:
  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, copying of your Contributions, or username registration or use, do not and will not infringe the proprietary or intellectual property rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the App, and other users of the App to use your Contributions in any manner contemplated by the App and these Terms.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the App and these Terms.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined solely by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, threaten, harass, or abuse anyone.
  • Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

PERMISSIONS YOU GIVE US; CONTRIBUTION LICENSE

We do not claim ownership of your content that you post on or through the Service. Instead, when you share, post, or upload content that is covered by intellectual property rights (like photos, videos, music, or even text in the form of comments or likes/ dislikes) on or in connection with our Service, such as posting your Contributions to any part of the App or making Contributions accessible to the App by linking your account from the App to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image, voice, comments likes/ dislikes, etc.) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. You can end this license anytime by deleting your content or account. However, content will continue to appear if you shared it with others and they have not deleted it. To learn more about how we use information, and how to control or delete your content, review the Privacy and Data Policy and/or contact us at feedback@koldydeinc.com.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the App. You are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the App; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

PERMISSION TO USE YOUR USERNAME, PROFILE PICTURE, and INFORMATION ABOUT YOUR RELATIONSHIPS and ACTIONS with ACCOUNTS, ADS, and SPONSORED CONTENT.

You give us permission to show your username, profile picture, and information about your actions (such as likes) or relationships (such as follows) next to or in connection with accounts, ads, offers, and other sponsored content that you follow or engage with that are displayed on Kolyde Products, without any compensation to you. For example, we may show that you liked a sponsored post created by a brand that has paid us to display its ads on Kolyde. As with actions on other content and follows of other accounts, actions on sponsored content and follows of sponsored accounts can be seen only by people who have permission to see that content or follow. We will also respect your ad settings.

GUIDELINES FOR REVIEWS

We may provide you areas on the App or elsewhere (such as the Apple or Google Play Stores) to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you must have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

ADDITIONAL RIGHTS WE RETAIN

  • -  If you select a username or similar identifier for your account, we may change it if we believe it is appropriate or necessary (for example, if it infringes someone's intellectual property or impersonates another user).
  • -  If you use content covered by intellectual property rights that we have and make available in our Service (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours).
  • -  You can only use our intellectual property and trademarks, or similar marks, with our prior written permission.
  • -  You must obtain written permission from us to create derivative works of, decompile, or otherwise attempt to extract source code from us. TERM and TERMINATION Violation of These Terms, Content Removal, and Disabling or Terminating Your Account Disclosure of Your Information. We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the App or services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of the App or services, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that we may preserve any transmittal or communication by you with us through the App or any service offered on or through the Site, and may also disclose such data if required to do so by law or we determine that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Kolyde, its employees, users of or visitors to the Site, and the public. Termination of Account; Refusal of Services. You agree that we may, in its sole discretion and without prior notice, terminate your access to the App and/or block your future access to the App if we determine that you have violated these Terms or other agreements, policies or guidelines which may be associated with your use of the App or services. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. You agree that we may, in our sole discretion and without prior notice, terminate your access to the App, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the App or any service offered on or through the Site, or (4) unexpected technical issues or problems. We can refuse to provide or stop providing all or part of the Service to you (including terminating or disabling your account) immediately to protect our community or services, or if you create risk or legal exposure for us or our licensees (in the case of Kolyde Services licensed to educational institutions), violate these Terms or our policies, if you repeatedly infringe other people's intellectual property rights, or where we are permitted or required to do so by law. If you believe your account has been terminated in error, or you want to disable or permanently delete your account, please contact us at feedback@kolydeinc.com.

Attorney’s Fees. If we do take any legal action against you as a result of your violation of these Terms, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the App and services as a result of any violation of these Terms.

Content Removal.

We can remove any content or information you share on the Service if we believe that it violates these Terms, our other policies currently developed or those being developed, or we are permitted or required to do so by law. These Terms shall remain in full force and effect while you use the App.

Content you delete may persist for a limited period of time in backup copies and will still be visible where others have shared it. This paragraph, and the section below called "Dispute Resolution: Our Agreement and What Happens if We Disagree," will still apply even after your account is terminated or deleted.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APP OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MOBILE APPLICATION LICENSE

Use License.

If you access the App via a mobile application, these Terms still apply. More specifically, we grant you a revocable, non-exclusive, non- transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the Terms and conditions of this mobile application license contained in these Terms. Without limiting any other provision within these Terms, you shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any webApp or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple, Android Devices, and App Stores.

The following Terms also apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the App: (1) the license granted to you for our App is limited to a non-transferable license to use the App on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable Appl Distributor’s Terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the Terms and conditions of this App license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its Terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party Terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the Terms and conditions in this App license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms and conditions in this App license contained in these Terms against you as a third-party beneficiary thereof. App Store and Play Store respectively located at https://www.apple.com/itunes ("App Store") and https://play.google.com/store ("Play Store"). You may only utilize the App in accordance with these Terms.

SOCIAL MEDIA

We may decide to allow linking other online accounts (for instance Facebook, Twitter, Instagram, etc.) with this App in the future. For now, this is not a functionality of our App. However, if and when our App provides this functionality, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the App; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable Terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third- Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the Terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.

By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the App via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the App. Please note that if a Third- Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the App. You will have the ability to disable the connection between your account on the App and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the App. You can deactivate the connection between the App and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

SUBMISSIONS TO US

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the App ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the App, such as, but not limited to, sidebar advertisements, banner advertisements, or video ads. If you are an advertiser, you shall take full responsibility for any advertisements you place on the App and any services provided on the App or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the App, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

APP MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the App for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App. You agree that we can download and install updates to the Service on your device.

PRIVACY and DATA POLICY, and COOKIE POLICY

Providing our Service requires collecting and using your information. The Privacy and Data Policy, and Cookie Policy (our “Policies”) explains how we collect, use, and share information across the Kolyde Service. It also explains the many ways you can control your information, including in the Kolyde Privacy and Security Settings. You must agree to our Policies to use Kolyde, and in doing so, you agree to be bound by our Policies posted on the App and our website (www.kolydeinc.com) which is incorporated into these Terms. Please be advised the App is hosted in the United States. If you access the App from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the App, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the required and verifiable parental consent, we will delete that information from the App as quickly as is reasonably practical.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE and POLICY

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the App infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the App infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the App are covered by the Notification, a representative list of such works on the App; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter-Notification

If you believe your own copyrighted material has been removed from the App as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

KOLYDE, INC.
Attn: Copyright Agent. 2061 W. Sierra Ave. Fresno, CA 93711 United States

MODIFICATIONS, INTERRUPTIONS and EVENTS OUTSIDE OF OUR CONTROL

We reserve the right to change, modify, or remove the contents of the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the App.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including without limitation, any failure of public or private telecommunications networks.

We cannot guarantee the App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in these Terms will be construed to obligate us to maintain and support the App or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW, VENUE, JURISDICTION

ANY CLAIM UNDER THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES, OR SUCH CLAIM OR CAUSE OF ACTION IS BARRED.

YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF THE SITE, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. YOU AGREE TO THE PERSONAL JURISDICTION BY, AND VENUE IN, THE STATE AND FEDERAL COURTS IN FRESNO COUNTY, CALIFORNIA, AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.

DISPUTE RESOLUTION: Our Agreement and What Happens if We Disagree

Binding Arbitration: How We Will Handle Disputes and Time for Filing.

IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, THE DISPUTE (EXCEPT THOSE DISPUTES EXPRESSLY EXCLUDED BELOW) WILL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

YOU AND WE AGREE THAT ANY CAUSE OF ACTION, LEGAL CLAIM, OR DISPUTE BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THESE TERMS OR KOLYDE ("CLAIM(S)") MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS. YOU AND WE MAY BRING A CLAIM ONLY ON YOUR OWN BEHALF AND CANNOT SEEK RELIEF THAT WOULD AFFECT OTHER KOLYDE USERS.

ANY CLAIM UNDER THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES, OR SUCH CLAIM OR CAUSE OF ACTION IS BARRED.

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. YOU AGREE WITH US THAT CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED.

Opt-out of Agreement to Arbitrate. You can decline this agreement by submitting the opt-out form within 30 days of first registering your account to ATTN: Kolyde Arbitration Opt-Out, 2061 W. Sierra Ave., Fresno, CA 93711. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt-out or not opt-out remains binding.

Arbitration Procedures Our dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with this provision's limitations, then only that claim (or only that request for relief) may be brought in court. All other claims (or requests for relief) remain subject to this provision. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA webApp: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The neutral arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Fresno, California USA. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Notice of Claim to Kolyde First

Before you commence arbitration of a claim, you must provide us with a written Notice of Dispute that includes your name, residence address, username, email address or phone number you use for your Kolyde account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute you send to us should be mailed to Kolyde, Inc., ATTN: Kolyde Arbitration Filing, 2061 W. Sierra Ave., Fresno, CA 93711. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Kolyde account, or other appropriate means. If you and us are unable to resolve a dispute in good faith, within sixty (60) days after the Notice of Dispute is received, you or we may commence arbitration.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted exclusively in the state and federal courts located in Fresno, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts. The laws of the State of California, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.

In no event shall any Dispute brought by you related in any way to the App be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration or proceeding can be combined with another, or any other proceeding, without the prior written consent of all parties to the arbitrations or proceedings; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Neither you nor us will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (c) any claim for injunctive relief, and (d) or efforts to interfere with the Service or engage with the Service in unauthorized ways (for example, automated ways). If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. Except as provided above with respect to jurisdiction in Fresno, California, nothing in this arbitration provision shall be construed as consent by Kolyde to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Kolyde Service or this Agreement.

Instead of using arbitration, you or we can bring claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration.

DISCLAIMER - WHO IS RESPONSIBLE IF SOMETHING HAPPENS. THIS IS IMPORTANT!

Our Service is provided "AS IS” and “AS AVAILABLE” basis, and we can't guarantee it will be safe, secure, compatible with your hardware or software configurations, or will work perfectly all the time. We also don’t control what people and others do or say, and we and your Institution of Higher Education (your “School”) aren’t responsible for their (or your) actions or conduct (whether online or offline) or content (including unlawful or objectionable content).

We and your School also aren’t responsible for services and features offered by other people or companies, even if you access them through our Service. Your School is an intended third-party beneficiary under this Agreement between you and us, and is in entitled to enforce the rights and benefits in this Agreement as more specific outlined below.

PLEASE NOTE: BOTH YOUR SCHOOL (OUR LICENSEE) AND US SHALL NOT BE HELD RESPONSIBLE (i.e. NOT LIABLE TO YOU) IF YOU DECIDE TO USE THE KOLYDE APP AND SERVICES AND YOU HEREBY EXPRESSLY AGREE TO THIS, AS MORE SPECIFICALLY SET FORTH BELOW AND IN THE ‘LIMITATIONS OF LIABILITY’ SECTION.

THE APP IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBAPPS LINKED TO THE APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO, AND USE OF, THE APP, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR YOUR PERSONAL KOLYDE ACCOUNT, AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP, ANY HYPERLINKED WEBAPP, OR ANY WEBAPP OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATION OF LIABILITY

IT IS UNDERSTOOD AND AGREED BY YOU THAT OUR SERVICES AND APP ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACCORDINGLY, IN NO EVENT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SHALL KOLYDE OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, YOUR SCHOOL, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS IN INTEREST, OR REPRESENTATIVES HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR LOSS OF USE), WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST, AND HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, EVEN IF KOLYDE OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, YOUR SCHOOL, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS IN INTEREST, OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTHING IN THIS AGREEMENT REMOVES OR LIMITS OUR LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, AND, IF REQUIRED BY APPLICABLE LAW, GROSS NEGLIGENCE.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER KOLYDE OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBSIDIARIES, YOUR SCHOOL, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, AFFILIATES, PREDECESSORS, SUCCESSORS IN INTEREST, OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF OUR APP AND SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH US IS TO DISCONTINUE USE OF THE APP AND OUR SERVICES OR IF EXCLUDED BY APPLICABLE LAW, LIMITED TO THE PRICE YOU PAID FOR THE APP.

IN THOSE JURISDICTIONS WHERE LIABILITIES CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KOLYDE EXCEED THE GREATER OF TEN U.S. DOLLARS (U.S. $10.00) OR THE AMOUNT YOU PAID KOLYDE IN THE PAST SIX MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM. THIS INCLUDES KOLYDE’S LIABILITY TO YOU FOR DATA BREACH.

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU UNDER APPLICABLE LAW, AND YOU MAY HAVE ADDITIONAL RIGHTS.

WE ARE NOT RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO PROVIDE ANY PART OF THE KOLYDE PRODUCT(S), OR ANY LOSS OF CONTENT OR DATA THAT IS DUE TO: YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM OR INTERNET CONNECTION; OR YOUR FAILURE TO COMPLY WITH SPECIFIED COMPATIBILITY REQUIREMENTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us and your School harmless, including our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, affiliates, agents, partners, and licensors harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of, including without limitation:

(1) your Contributions;
(2) use of the App;
(3) your use of and access to a Product, including any data or content transmitted or received by you;
(4) your violation of any third-party right, including without limitation, any right of privacy or intellectual property rights;
(5) breach of these Terms;
(6) any breach of your representations and warranties set forth in these Terms;
(7) your violation of any applicable law, rule or regulation;
(8) any Content that is submitted via your User Account including, without limitation misleading, false, or inaccurate information; (9) any overt harmful act toward any other user of the App with whom you connected via the App;
(10) your willful misconduct; or
(11) any other party’s access and use of a Product with your unique username, password or other appropriate security code.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

THIRD-PARTY BENEFICIARIES - INSTITUTIONS OF HIGHER EDUCATION (i.e. “YOUR SCHOOL”) and APP DISTRIBUTORS

You acknowledge and agree these Terms are between you and us and not with your School or App Distributors. Your School and App Distributors are not responsible for the App, the content thereof, maintenance, support services and warranty therefor, addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement), or conduct (online or offline) of any user of the App and Services. You acknowledge and agree that your School and App Distributors are intended third-party beneficiaries to these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and us, and in no event shall the Agreements create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

CORRECTIONS

There may be information on the App that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the App at any time, without prior notice.

USER DATA

We will maintain certain data that you transmit to the App for the purpose of managing the performance of the App, as well as data relating to your use of the App. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the App. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, and SIGNATURES

Visiting the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and/or on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non- electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the App or in respect to the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any amendment or waiver to our agreement must be in writing and signed by us. If we fail to enforce any aspect of this agreement, it will not be deemed a waiver. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions to the maximum extent of the law. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the App. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. Any failure by us or any third-party beneficiary to enforce the Agreements or any provision thereof shall not waive our or the applicable third-party beneficiary’s right to do so. We reserve all rights not expressly granted to you.

CONTACT US

In order to resolve a complaint regarding the App or to receive further information regarding its use, please contact us via the App or via the following. We always appreciate feedback or other suggestions but any feedback you provide at this site shall be deemed to be non- confidential. We shall be free to use such information on an unrestricted basis or obligation to compensate you for them and are under no obligation to keep them confidential.

KOLYDE, INC.
2061 W. Sierra Ave. Fresno, CA 93711
United States feedback@kolydeinc.com